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JPMORGAN CHASE & CO 8-K Report, Executive Changes (May 23, 2008)

Filed May 23, 2008For Securities:JPMJPM-PCJPM-PDJPM-PKJPM-PLJPM-PMJPM-PJAMJBVYLD

Summary

JPMorgan Chase & Co. (JPM) filed an 8-K on May 23, 2008, detailing key outcomes from its Annual Meeting of Shareholders held on May 20, 2008. The primary focus for investors in this filing is the shareholder approval of amendments to the company's executive compensation plans. Specifically, shareholders voted to extend the term of the 2005 Long-Term Incentive Plan (LTIP) from 2010 to 2013 and authorized a significant pool of 350 million shares for future awards. Additionally, the Key Executive Performance Plan (KEPP) was reapproved, aligning its review cycle with the LTIP. The meeting also saw the election of all 12 director nominees with strong majority support, and the ratification of PricewaterhouseCoopers LLP as the independent auditor. However, a notable aspect of the shareholder vote was the overwhelming rejection of several shareholder-proposed resolutions concerning corporate governance and reporting, including proposals on governmental service, political contributions, an independent chairman, executive compensation approval, and various reporting requirements.

Key Highlights

  • 1Shareholders approved an amendment to extend the 2005 Long-Term Incentive Plan (LTIP) from May 16, 2010, to May 31, 2013.
  • 2A total of 350 million shares were authorized for issuance under the LTIP, commencing May 20, 2008.
  • 3The Key Executive Performance Plan (KEPP) was reapproved by shareholders to align with the LTIP's review cycle.
  • 4All 12 director nominees presented at the Annual Meeting were elected by shareholders.
  • 5PricewaterhouseCoopers LLP was ratified as the company's independent registered public accounting firm for 2008.
  • 6Shareholders overwhelmingly rejected multiple shareholder proposals regarding corporate governance, transparency, and executive compensation.
  • 7A high turnout of 87.79% of total shares outstanding was represented at the Annual Meeting.

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